Many Buyers will require that a sale be structured as an Asset Purchase in order to avoid responsibility for prior liabilities or expenses of the business. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms, conditions, warranties and representations set forth in this Agreement.Use a California business purchase agreement to record the sale of a business. Download your free template today. An Asset Purchase Agreement (APA) is a legally binding contract that outlines the terms and conditions of a business sale or acquisition. The purpose of this document is to provide a brief summary of the many steps in the escrow process. If it's an asset sale, list the specific assets and liabilities included in the sale. This can include equipment, inventory, contracts, trademarks, and debts.